TMI BlogCHAPTER XXVII - NCLTX X X X Extracts X X X X X X X X Extracts X X X X ..... made under the LLP Act, 2008 and these rules, these rules shall apply. Definitions 2. In these rules, unless the context or subject- matter otherwise requires, (1) Act means the Companies Act, 2013 . (2) Address for service shall mean the address furnished by a party or his authorized representative at which service of summons, notices or other processes may be effected by these rules; (3) Appellate Tribunal means the National Company Law Appellate Tribunal constituted under section 410 the Act ; (4) Applicant means a petitioner or an appellant or any other person or entity capable of making an application including an interlocutory application or a petition or an appeal under the Act: Provided that in respect of the matters pertaining to Revival and Rehabilitation of Sick Companies under Chapter XIX of the Act , the term Applicant shall mean and include the following: (a) secured creditor (s) of a company representing 50% or more of its outstanding amount of debts, which the Company has failed to pay within 30 days of the notice of demand or to secure or compound it to the reasonable satisfaction of the creditor as per the provisions contain ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al or of a bench of the Tribunal under its hand and seal and as provided in Section 76 of the Indian Evidence Act, 1872; (13) Certifying Authority means a person who has been granted a license to issue a Digital Signature Certificate under section 24 of the Information Technology Act, 2000 (21 of 2000); (14) Chairperson , Judicial Member , Member , President and Technical Member of the Tribunal or Appellate Tribunal shall have the same meanings as provided in section 407 of the Act ; (15) Court means the court as defined in sub-section (29) of section 2 of the Act ; (16) Dedicated Portal Online refers to an Hyper Text Transfer Protocol for the purpose of electronic transmission of documents to the Tribunal for hearing and disposal in pursuance of the provisions of the Act and includes MCA-21 portal; (17) Digital signature means authentication of any electronic record by a subscriber by means of an electronic method or procedure in accordance with the provisions of section 3 of the Information Technology Act, 2000 and includes a graphic image of a handwritten signature; (18) Digital Signature Certificate means a Digital Signature Certificate issu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erson or any party to the proceedings who files any document with the Tribunal in relation to case filed under the Act, or any rules there under. (29) Filed means filed in the office of the Registry of the Tribunal; (30) Filing fees means the fees as applicable in terms of Annexure- B in connection with the application filed; (31) Form means a form specified in Annexure C; (32) Party means a person(s) who files a petition or an application before the Tribunal and includes a respondent(s), the Registrar of Companies or the Regional Director or Ministry of Corporate Affairs and any person who has a right under the Act, or the Reserve Bank of India Act 1934 (2 of 1934) to make suggestions or submissions or objections or file reply; (33) Petition means a petition or an application or an Appeal or a Complaint in pursuance of which any proceeding is commenced before the Tribunal. (34) Person(s) Interested means a shareholder, creditor or employee of a sick company, transferee company and other company concerned in relation to the term or context referred to in relevant provisions of the Act; (35) Pleadings means and includes the original application, petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns of the Act includes the following- (i) debenture trustee appointed by any bank or financial institution; or (ii) securitization company or reconstruction company, whether acting as such or managing a trust set up by such securitization company or reconstruction company for the securitization or reconstruction, as the case may be; or (iii)any other trustee holding securities on behalf of a bank or financial institution, in whose favour security interest is created for due repayment by any borrower of any financial assistance; (iv) any person in whose favour, a charge is created on any asset or assets of a company towards a security for the loan borrowed or secured or extended as a guarantee in whomsoever favour it may be on his behalf or other s behalf either singularly or jointly in association with other . (49) Sick Company means and includes a company, which has failed to pay the debt of its secured creditors within 30 days of the notice of demand or to secure or compound it to the reasonable satisfaction of the secured creditors as per section 253 of the Act ; (50) Transferred Application or Transferred Petition means proceedings which have been transferr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... applicant may apply to the President and the President may thereupon for reason to be recorded direct a Bench other than the Bench before which an application or a petition has been filed to hear such application and issue such orders as may be necessary for the transfer of the application. The President of the Tribunal may delegate this power to any member of Bench(s). 5. Language of the Tribunal 1. The pleadings before the Tribunal may be conducted either in English or in Hindi and in case it is in some other Indian language, it shall be accompanied by a copy translated either in English or in Hindi attested by a translator and counter-signed by the party concerned. 2. All orders and judgements of the Tribunal may be either in English or Hindi. 6. Proceedings and Procedure for Filing Pleadings: 1. Every proceeding shall be dated and shall be instituted in the matter of the Act and in the matter of the company to which it relates. The contents shall be divided into separate paragraphs, neatly and legibly type written, lithographed or printed in double spacing on one side of standard petition paper with an inner margin of about four centimeters width on top and with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t in Form No.6. Notice to be issued by the Tribunal to the opposite party shall be in Form 5. 7. Documents to Accompany the Petition or Application: (1) A petition or an application shall be accompanied by documents as prescribed in Annexure D and shall be as per the procedure for e-filing manual as may be issued by the Tribunal in such manner and as may be named by the Tribunal and shall be accompanied by an Index of Documents. (2) Documents referred to in sub-rule (1) may be attested as True Copy by the party or the authorized representative and the documents shall be marked serially as Annexures A1, A2, A3 and so on. (3) The petition or application shall be accompanied by a memorandum of appearance or a power of attorney or a duly executed Vakalatnama as specified in Rule 68. 8. Contents of petition - Every petition, other than an application filed under rule 107 shall set forth the name of the company, with its status, date of incorporation, the address of its registered office, authorized capital, paid-up share capital with division of different classes of shares and terms of issue, if any, in the case of preference shares, main objects in brief, for which the co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (1) Where any application, petition or reference is required to be advertised, it shall, unless the Tribunal otherwise orders, or these rules otherwise provide, be advertised in Form No 3 B, not less than fourteen days before the date fixed for hearing, at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the proposed company is situated, and circulating in that district, and at least once in English language in an English newspaper circulating in that district. (2) Every such advertisement shall state: (a) the date on which the application, petition/ reference was presented, (b) the name and address of the applicant petitioner and his authorized representative, if any; (c) the nature and substance of application, petition/ reference; (d) the date fixed for hearing; (e) a statement to the effect that any person whose interest is likely to be affected by the proposed petition or who intends either to oppose or support the petition/ reference at the hearing shall send a notice of his intention to the petitioner or his authorized representative so as to reach him not later than two days previous to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... forthwith proceed to dispose of the application. (3) If the respondent contests thereto, it may file a reply along with copies of such documents on which it relies on or before the date of hearing and such reply and copies of documents shall form part of the record. 14. Service of Notices and Processes Issued by the Tribunal: (1) Any notice or process to be issued by the Tribunal may be served in electronic form at the valid e-mail address as provided in the petition or application or in the reply. (2). Such notice or process if to be served physically may be served in any one of the following modes as may be directed by the Tribunal: (a) by hand delivery through a process server or respective authorized representative; (b) by registered post or speed post with acknowledgement due or ; (c) service by the party himself. (3) Where a notice issued by the Tribunal is served by the party himself by "hand delivery", he shall file with the Registrar the acknowledgment together with an affidavit of service. (4) Notwithstanding anything contained in sub-rules (1) and (2), the Tribunal may after taking into account the number of respondents and their place of residence o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... before such authority as the Bench may direct. (3) If the document is directed to be produced or witness examined or evidence adduced before any authority, he or she shall comply with the direction of the Bench and after compliance send the document, the record of the deposition of the witness or the record of the evidence adduced, to the Bench. (4) Additional evidence/document shall be made available by the Bench to the parties to the proceedings other than the party adducing the evidence and they may be afforded an opportunity to rebut the contents of the said additional evidence. 17. Filing of Reply and other Documents by the Respondents: (1) Each respondent may file his reply to the petition or the application and copies of the documents with the registry as specified by the Tribunal. A copy of the reply or the application and the copies of other documents shall be forthwith served on the applicant by the respondent. (2) In reply filed under sub-rule (1), the respondent shall specifically admit, deny or explain the facts stated by the applicant in his petition or application and state such additional facts as may be found necessary in his reply. (3) When the respo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s". 23. Summary dismissal of petition or application: The Tribunal may, after considering the petition or application, summarily dismiss the application, if for reasons to be recorded, the Tribunal is of opinion that there are not sufficient grounds for proceeding therewith. 24. Hearing of petition or applications: (1) The Tribunal shall notify to the parties the date and place of hearing of the petition or application in such manner as the President or a Member may, by general or special order, direct. (2) Where at any stage prior to the hearing of the petition or application the applicant desires to withdraw his petition or application, he shall make an application to that effect to the Tribunal, and the Tribunal on hearing the applicant and if necessary the others arrayed as opposite parties in the petition or the application or otherwise may permit such withdrawal upon imposing such costs as it may deem fit and proper for the Tribunal in the interest of the justice. 25. Rights of a party to appear before the Bench. (1) Every party may appear before a Bench in person or through an authorized representative. (2) A party may, in writing, authorize an Advocate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fies the Tribunal that there was sufficient cause for his non-appearance when the petition or the application was called for hearing, the Tribunal shall make an order setting aside the order dismissing the petition or the application and restore the same: Provided that where the case was disposed of on merits the decision shall not be re-opened except by way of review. 28. Ex-parte Hearing and Disposal of petition or Application (1) Where on the date fixed for hearing the petition or application or on any other date to which such hearing may be adjourned, the applicant appears and the respondent does not appear when the petition or the application is called for hearing, the Tribunal may, in its discretion adjourn the hearing or hear and decide the petition or the application ex-parte in exercise of the powers conferred on it in clause (f) of sub-section 2 of section 424 of the Act . (2) Where a petition or an application has been heard ex-parte against a respondent or respondents, such respondent or respondents may apply to the Tribunal for an order to set it aside and if such respondent or respondents satisfy the Tribunal that the notice was duly served, or that he or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nterest of justice. 30. Power to Pass Order: The Tribunal may, after giving the parties to any proceeding before it a reasonable opportunity of being heard pass such orders therein as it thinks fit as provided in section 424 of the Act . The Tribunal shall send a copy of every order passed to the parties concerned. 31. Power of Contempt: The Tribunal shall have the same jurisdiction, powers and authority in respect of contempt of themselves as a High Court has and may exercise, for the purpose, the powers under the provisions of the Contempt of Courts Act, 1971 which shall have the affect subject to the modifications as prescribed in section 425 of the Act . 32. Power to Regulate the Procedure: In exercise of the powers conferred on it under sub-section (1) of section 424 of the Act , the Tribunal may regulate its own procedure for the purpose of discharging its functions under the Act. 33. Summoning of Witnesses and Method of Recording Evidence- (1) If a petition or an application is presented by any party to the proceedings for summoning of witnesses, the Tribunal shall issue summons for the appearance of such witnesses unless it considers that th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s to such other case had the opportunity of being present, and, if they were present for cross-examining the witnesses. 37. Calendar of Transferred Cases: Each Bench shall draw up a calendar for the hearing of transferred cases in such manner as the President may, by general or special order transfer such cases to its Benches with a direction to hear and decide the cases according to the calendar. 38. Substitution of Legal Representatives- (1) Where a party to a proceeding pending before a Bench dies or is adjudged insolvent or, in the case of a company, being wound up, the proceeding shall not abate and may be continued by or against the executor, administrator or other legal representative of the parties or by or against the assignee, receiver or liquidator, as the case may be. (2) In the case of death of a party during the pendency of the proceedings before Tribunal, the legal representative (s) of the deceased party may apply within ninety days of the date of such death for being brought on record. (3) Where no petition or application is received from the legal representatives within the period specified in sub-rule (2), the proceedings shall abate: Provided t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... than thirty days from the final hearing. (2) An order made by the Tribunal shall be executable by the Tribunal as a decree of a civil court and the provisions of the Code of Civil Procedure, 1908, so far as may be, shall apply as they apply in respect of decree of a civil court as provided in terms of sub-section (3) of section 424 of the Act. (3) Every order of the Tribunal shall be in writing and shall be signed and dated by the President or Member or Members constituting the Bench which heard the case and pronounced the order. (4) Orders shall be pronounced in the sitting of the Tribunal by the President or in case of the temporary absence of the President, the Member so authorized. (5) The orders of the Tribunal, as are deemed fit for publication in any authoritative report or the press may be released for such publication on such terms and conditions as the President may lay down. (6) A certified copy of every order passed by the Tribunal shall be communicated to the parties. (7) The Tribunal may make such orders or give such directions as may be necessary or expedient to give effect to its orders or to prevent abuse of its process or to secure the ends of justic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... se rules for review of a final order not being an interlocutory order, to the Tribunal. (3) Where it appears to the Tribunal that there is not sufficient ground for a review, it shall reject the petition or application. (4) Where Tribunal is of the opinion that the petition or application for review should be granted, it shall grant the same: Provided that no such petition or application shall be granted without previous notice to the opposite party to enable him to appear and be heard in support of the order, a review of which is applied for. 48. Compliance of orders of the Bench. Every Bench shall have power to direct the parties concerned to file an affidavit of compliance of its order or such other documents in the manner specified in its order. 49. Effect of non-compliance. Failure to comply with any requirement of these rules shall not invalidate any proceeding, merely by reason of such failure, unless the Bench is of the view that such failure has resulted in miscarriage of justice. 50. Procedure for imposition of penalty under the Act. (1) Notwithstanding anything to the contrary contained in any rules or regulations framed under the Act, no order or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or an application in writing to the Registrar and on payment of fee as specified in Annexure -B. (3) For the purpose of inspection of any physical documents or records or getting clarification of any query relevant thereto from the Registry, by the parties to the proceedings or their respective authorized representatives or such other person shall be allowed on payment of fee as may be specified in Annexure-B during the working hours of the Registry as may be decided by the President. 54. Orders or directions by the Tribunal nd inherent powers of Tribunal- The Tribunal may pass such orders or give such directions as may be necessary or expedient to give effect to its orders or to prevent abuse of its process or to secure the ends of Justice. Nothing in these rules shall be deemed to limit or otherwise affect the inherent powers of the Tribunal to give such directions or pass such oders as may be necessary for the ends of justice or to prevent abuse of the process of the Tribunal. 55. Registration of Authorized Representative s clerks- (1) No clerk employed by an authorised representative shall act as such before the Tribunal or be permitted to have access to the reco ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... month to the Central Government the information with regard to institution, disposal and pendency of applications or petitions and other information relating to the functioning of the Tribunal and its Benches. 64. Maintenance of Order Sheets: The Registrar shall attach to every petition or application an order sheet in the e-form or in physical mode as may be prepared to suit to the proceedings of the Tribunal. 65. Maintenance of Tribunal Diary: The Tribunal Officer shall maintain a Tribunal diary in format specified by the Registry for recording the proceedings of the Tribunal for each working day with respect to all petitions or applications listed in the daily cause list either manually or electronically as provided hereto. 66. Preparation and publication of daily cause list: The Tribunal Officer shall on each working day prepare for the next working day, the cause list in the prescribed format as prepared by the Registry and such format should uniformly be followed by the respective registries of the Benches and such cause list shall also be displayed at conspicuous place in the premises of the Tribunal either by affixing a copy of the same on the Notice Board ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ench. (2) In every register, referred to in sub-rule (1), there shall be entered the following particulars, namely - (a) the serial number of the petition or application and in addition, in the case of an application, the serial number of the petition to which it relates; (b) the date of presentation or receipt of the petition or application; (c) the name of the company to which the matter relates; (d) the name and address of the petitioner or applicant; (e) the names and addresses of the other parties to the petition or application and the names and addresses of the authorised representatives of the parties, if any (f) the provision of law under which the petition or application is made; (g) the nature of the relief (s) which have been sought; (h) the date of disposal of the petition or application; (i) the nature of the order made by the Bench; (j) the date when the formal order is drawn up and communicated to the parties; (k) remarks, if any. (3) Separate registers shall be opened for each year and each register of petitions shall be preserved permanently and each register of application shall be preserved for a period of eight years. 72. Fees. (1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... documents, which are otherwise permitted to be electronically filed in a manner as may be directed by the Tribunal. (c) The rules made under this Part for electronic filing shall come into force on the date as may be notified by the Central Government in the Official Gazette. 76. Power to Exempt from Electronic Filing of Documents: (1) Notwithstanding anything contained in these rules, the Central Government may grant exemption from filing documents electronically either wholly or partly or put on hold the implementation of the rules of this Part completely and such other related provisions in these rules until a period or thereafter until such extended period as may be specified by way of notification in the Official Gazette. (2) Save as otherwise provided in these rules, in case such exemption has been granted, the documents required to be filed electronically shall manually be filed and wherever appearing, the relevant rules stipulating electronic or e-filing in these rules may be understood for manual filing only. 77. Registry: This part of these rules applies only to the filing of documents with the Registry. This part of these rules do not apply to the filing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... constitute a signature on the document for purposes of signature requirements imposed by relevant provisions of the Act, or any other law. The person whose name appears first in the signature block of an initial pleading is deemed to be the attorney in charge for the purposes of fulfilling all the requirements provided under the Act, or Dedicated Portal online or such other Machine Mode Project as designed, developed and maintained by the Ministry of Corporate Affairs or the Central Government for the purpose under these rules or Information Technology Act, 2000 or such other amended Acts or relevant rules as provided from time to time, unless otherwise designated. The digital signature on any document filed is deemed to be the signature of the Attorney or the Authorised Representative, whose name appears first in the signature block of the document for the said purpose. (c) A digital signature on an electronically-filed document is deemed to constitute a signature by the filer for the purpose of authorizing the payment of document filing fees. 81. Time Document Filing (a) A filer may electronically transmit a document to Dedicated Portal Online 24 hours in a day and e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... repared in accordance with the EDGAR Filer Manual as specified by the Tribunal. Electronically-filed documents must also be formatted for printing on 8 -inch by 11-inch paper or in such manner as may be specified by the Tribunal. (b) In addition to compliance with para (a), an electronically-filed pleading shall comply with band width etc as may be specified by Central Government from time to time for filing through the Dedicated Portal Online. 87. Electronic Service of Documents Permissible (a) In addition to the methods of serving documents (other than the citation to be served upon the filing of a cause of action) set forth in the Act as well as in these rules, a filer may serve documents upon another party in the case by electronically transmitting the document to that party at the party's provided email address. Service in such a manner is known as Electronic service, and is permissible in the circumstances unless the Tribunal has ordered the parties to serve the documents otherwise. (b) By virtue of electronically filing a document or serving a document or by agreeing to accept service, a filer additionally agrees to provide information regarding any change in hi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e President or a member or one of the members or any Presiding Officer who has or have heard the case and passed the order, shall electronically forward the order to the Registry who shall treat the electronic order as the official copy of the order. The Registry shall print the electronic order and treat the printed order as the official copy of the order. (c) The Registry may electronically scan a physical form of the Tribunal order. The scanned Tribunal order may then serve as the official copy of the Tribunal order. The Registry is not required to electronically scan physical copies of the orders of the Tribunal in order to create official electronic Tribunal orders. Electronic scanning of physical copies of the Tribunal orders is at the option of the Registry. 92. Viewing of Electronically-filed Documents (a) The Registry shall ensure that all the records of the Tribunal, except those made confidential or privileged by law or statute, may be viewed in same format by all persons free of cost or for such fee as may be specified by the Tribunal. (b) Independent of the Dedicated Portal Online system and the requirement of viewing access described in sub-rule (a), the Reg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ting opinion. In case the members who have heard the case are equally divided in passing the order or judgement, then the President shall constitute a Bench as referred in sub-section (5) of section 419 of the Act. 96. Amicus Curiae The Tribunal may, at its discretion, permit any person or persons, including the professionals and professional bodies to render or to communicate views to the Tribunal as Amicus Curiae on any point or points or legal issues as the case may be as assigned to such Amicus Curiae. The Tribunal may permit an Amicus Curiae to have access to the pleadings of the parties. The Tribunal shall enable the parties to submit timely observations on an amicus brief. The Tribunal shall be at liberty to direct either of the parties or both the parties to the proceedings involving a point on which the opinion of the Amicus Curiae has been sought, to bear such expenses or fee as may be ordered by the Tribunal. The judgement and any appended opinions shall be transmitted to the parties and to Amicus Curiae. 97. Recusal 1. For the purpose of maintaining the high standards and integrity of the Tribunal, the President or a Member of the Tribunal shall recuse h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as may be decided by the President; c. Make for each case a dossier which shall record all actions taken in connection with the case, the dates thereof, and the dates on which any document or notification forming part of the procedure is received or dispatched from his office; d. Attend hearings, meetings and deliberations of the Tribunal; e. Keep the minutes of these hearings and meetings of the members as instructed by the President; f. Upon the transmittal of a petition or an application to the Tribunal, unless the President decides otherwise, circulate within the Tribunal a notice summarizing the issues raised in the petition or application, without disclosing the name of the applicant, in order to inform the Members of the Tribunal of proceedings pending before the Tribunal; in respect of category matters as the President so instructs the Registrar; g. Expeditiously perform the functions entrusted to him by the rules of procedure and carry out tasks as assigned by the President; and h. Have the custody of the records of the Tribunal and shall perform such other functions as are assigned to him under these rules or from time to time by the President or the Member: ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... judgement or summons or other process save under the authority in writing of the Registrar in case of physical form or in case of e-form as prescribed in Part III of these rules. (5) The seal of the Tribunal shall not be affixed to any certified copy issued by the Tribunal save under the authority in writing of the Registrar. (6) The Registrar of each Bench shall make out, every month a brief summary of the important decisions given by that bench during the previous month and send it to the Registrar of the Principal Bench who shall after suitable editing, circulate it to all the Benches of the Tribunal in the country and the Central Government for their information. Presentation and scrutiny of petitions or applications: 100. In case of the scrutiny of the petitions or applications as provided in the rules in Part II and elsewhere in these rules, if any person is aggrieved with the decision of the Registrar or such other officer officiating as the Registrar of the Benches, an appeal against the order of the Registrar shall be made within 15 days of the making of such order to the President of the Principal Bench and at other places to the designated member of the Bench w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d transferred to the respective benches of the Tribunal exercising respective territorial jurisdiction as if the case had been originally filed in the Tribunal or its Bench to which it is transferred on the date upon which it was actually filed in the Company Law Board or its Bench from which it was transferred: Provided that the Tribunal shall consider any action taken under the said rules be deemed to have been taken or done under the corresponding provisions of these rules and the provisions of the Act, and shall thereupon continue the proceedings , except in a case where the order is reserved by the Company Law Board or its Bench. In such a case, the Tribunal shall reopen the matter and rehear the case as if the hearing had not taken place: Provided further that the Tribunal is at liberty to call upon the parties in a case to produce further evidence or such other information or document or paper or adduce or record further depositions or evidence as may deem fit and proper in the interest of justice. (ii) It shall be lawful for the President or such member (s) to whom the powers are so delegated, to provide that matters falling under all other sections of the Act, shall ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y before such date before any District Court or High Court, shall stand transferred to the Tribunal and the Tribunal may proceed to deal with such proceedings from the stage before their transfer. (ii) Subject to section 434 of the Act, Tribunal may prescribe the rules relating to numbering of cases and other procedures to be followed in the case of transfer of such matters, proceedings or cases. 104. Matter earlier dealt by BIFR Any appeal preferred to the Appellate Authority for Industrial and Financial Reconstruction or any reference made or inquiry pending to or before the Board of Industrial and Financial Reconstruction or any proceeding of whatever nature pending before the Appellate Authority for Industrial and Financial Reconstruction or the Board for Industrial and Financial Reconstruction under the Sick Industrial Companies (Special Provisions) Act, 1985 immediately before the commencement of this Act shall stand abated: Provided that a company in respect of which such appeal or reference or inquiry stands abated under this clause may make a reference to the Tribunal under this Act within one hundred and eighty days from the commencement of this Act in accor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g such company, d. involvement of promoters, subscribers and first directors in committing fraud during the course of incorporation; 3. Tribunal may pass such orders, as it may think fit in accordance with clauses (a), (b), (c), (d) and (e) of sub-section (7) of section 7. 4. Before making any such order under sub-section(7) of section 7 Tribunal shall give reasonable opportunity to the company of being heard in the matter, and shall take into consideration the transactions entered into by the company, including the obligations, if any, contracted or payment of any liability. 108. Petition under section 14 . (1) A petition under second provision to sub-section (1) of section 14 for the conversion of a public company into a private company, shall, not less than three months from the date of passing of special resolution, be filed to the Tribunal in Form No. 1 and shall be accompanied with such documents as are mentioned in Annexure D. (2) Every petition filed under sub-rule (1) shall set out the following particulars: (a) the date of the Board meeting at which the proposal for alteration of memorandum was approved; (b) the date of the general meeting at wh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rule 11; (b) serve, by registered post with acknowledgement due, individual notice(s) , in Form No. 3 B to the effect set out in sub-rule (a) above on each debenture-holder and creditor of the company; and (c) serve, by registered post with acknowledgement due, a notice together with the copy of the petition to the Central Government, Registrar of companies and to the Securities and Exchange Board, in the case of listed companies and to the regulatory body, if the company is regulated under any Special Act: (6) Where any objection of any person whose interest is likely to be affected by the proposed petition has been received by the petitioner, it shall serve a copy thereof to the Registrar of companies on or before the date of hearing: (7) While passing an order, the Tribunal may, if it is satisfied, having regard to all the circumstances of the case, that the conversion would not be in the interest of the company or is being made with a view to contravene or to avoid complying with the provisions of the Act, disallow the conversion. 109. Application to Cancel Variation of Rights under sub-section (2) of Section 48. (1) Where an application to cancel a variation of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... disallow the variation, and shall if not so satisfied, confirm the variation: Provided that the Tribunal may, at its discretion, make such orders as to cost as it thinks fit. (6) The decision of the Tribunal on any such application shall be final. 110. Petition under sub-section (3) of section 55 (1) The petition in Form No. 1 shall be accompanied by documents mentioned in Annexure D and shall set out: (a) the particulars of registration (b) the capital structure, the different classes of shares into which the share capital of the company is divided; (c) the provisions of the memorandum or articles authorizing the issue of preference shares; (d) the total number of preference shares issued; (e) Details of such preference shares which are not redeemed or unable to pay dividend. (f) Terms and conditions of issue of such existing preference shares. (g) The total number of such preference shares (unredeemed) and number of holders consented for with value of such preference shares and percentage of holders who have consented for. (h) The date or dates on which the consent was given or the resolution was passed. (2) On any such petition, the Tribunal, after ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ment, Registrar of companies and to the Securities and Exchange Board, in the case of listed companies, or in the case of non banking financial companies to the Reserve Bank of India and the creditors of the company, if the Tribunal is satisfied that the proposed reduction does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital and does not think fit to direct that the procedure prescribed in section 66 shall apply, it shall fix a date for hearing of the application and give such directions as it may think fit as to the advertisement of the application. The application shall be posted for hearing on the date fixed, and upon the hearing thereof, the Tribunal may confirm the reduction on such terms and conditions as he may think fit. 113. Directions at the hearing of Notice of Admission: Where the proposed reduction involves either diminution of liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital and, in any other case, if the Tribunal thinks fit to direct that the procedure prescribed in section 66 of the Act shall apply, the Tribuna ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ms or liabilities to which the enquiry does not extend, and shall state the source of his knowledge or information and the grounds of his belief regarding the matters deposed to in such affidavit. Such affidavit shall be in Form No. 17, with such variations as the circumstances of the case may require. 116. Inspection of list of creditors: Copies of such list shall be kept at the registered office of the company and at the office of the authorised representative of the company, and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of the sum of rupees fifty for inspection and for taking extracts on payment of the sum of rupees ten per page to the company. 117. Notice to Creditors: (i) The company shall, within seven days after the filing of the list of creditors referred to in rule 136 or such further or other time as the Tribunal may allow, send to each creditor whose name is entered in the said list, a notice of presentation of the application and of the said list, stating the amount of the proposed reduction of capital and the amount or estimated value of the debt or t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lars of their debts or claims in pursuance of such notices respectively and the amounts of such debts or claims. (ii) Such statement shall be accompanied by an affidavit made by a competent officer or officers of the company who shall, in such list, distinguish which (if any) of such debts and claims are wholly, or as to any and what part thereof, admitted by the company, and which (if any) of such debts and claims are wholly or as to any and what part thereof, disputed by the company, and which (if any) of such debts and claims are alleged by the company to be wholly, or as to any and what part thereof not included in the enquiry. (iii) Such affidavit shall also state which of the persons, who are entered in the list as creditors and which of the persons, who have sent in particulars of their debts or claims in pursuance of such notices as aforesaid, have been paid or have consented to the proposed reduction. Such statement shall be in Form No.21. 121. Procedure where claim is not admitted, and proof of debt: (i) If the company contends that a person is not entitled to be entered in the list of creditors in respect of any debts or claim, whether admitted or not, or if an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or not, but it shall not be necessary to make in such certificate any further or other reference to any creditors who are not entitled to be entered in the list or to any debts or claims to which the enquiry does not extend or to show therein the several amounts of the debts or claims of any persons who have consented to the proposed reduction or the payment of whose debts or claims has been secured as aforesaid. 124. Hearing of the petition or application: After the expiry of not less than fourteen days from the filing of the certificate mentioned in the preceding rule, the application shall be set down for hearing. Notice of the date fixed for the hearing of the application shall be advertised within such time and in such newspaper or newspapers as the Tribunal may direct and shall be in Form No. 24. 125. Who may Appear and Oppose: Any creditor included in the certificate whose debt or claim has not, before the hearing of the application, been discharged or determined or been secured in the manner provided in section 66 and who has not before the hearing consented in writing to the proposed reduction of share capital may, if he thinks fit, upon giving two clear days' ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of , or claims against, the company to their knowledge. (b) A duly authenticated copy of such list of creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of the sum of rupees ten per page to the company. (c) Any person claiming that his name shall be entered in the list of creditors or objects to the amount of debt payable to him according to such list, shall deliver or cause to be delivered by registered post, the objections supported by an affidavit, to the Registrar and shall also serve a copy of the objections on the applicant-company at its registered office. (d) If the applicant-company contends that: (i) the person filing any objection is not entitled to be entered in the list of creditors in respect of any debts or claim, whether admitted or not, or (ii) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t of Reasons for Reduction of Share Capital: Where the Tribunal makes an order directing the company to publish the reasons for the reduction or such other information in regard thereto as the Tribunal may direct, unless the form of the statement to be published has been approved by the Tribunal at the time of making the order, the company shall, within seven days of the order, file, for the approval of Tribunal, a draft of the statement and shall take an appointment for approval of the same. The authorised representative of the company shall attend when the statement comes up for approval before the Tribunal. The statement as approved shall be published in the same newspapers in which notice of the registration of the order and the minute has been directed to be published. 130. Form of Minute and Notice of Registration: The Minute may be in Form No.26 and the Notice of Registration of the order and the minute shall be in Form No. 27. 131. Petition under sections 58 59. (1) The petition against the refusal for registration of transfer or transmission of securities under section 58 or for rectification of Register of members under section 59 shall be made to the Tri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the date of hearing (a) advertise the petition in accordance with rule 11; and (b) serve, by registered post with acknowledgement due, a notice together with the copy of the application to the Central Government, Registrar of Companies and to the Securities and Exchange Board, in the case of listed companies and to the regulatory body, if the company is regulated under any Special Act: (4) Where any objection of any person whose interest is likely to be affected by the proposed application has been received by the applicant, it shall serve a copy thereof to the Central government Registrar of Companies and Securities Exchange Board of India, in the case of listed companies and to regulated body, if the company is regulated under any Special Act on or before the date of hearing: (5) Upon hearing the application or any adjourned hearing thereof, the Tribunal may pass such order, subject to such terms and conditions, as thinks fit. 133. Application under sections 71 (10) , section 73(4) or section 76(2) read with section 73(4), section 74(2) , section 76(2) read with section 74(2) (1) Where a company fails to redeem the debentures or repay the deposits or an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it or debenture or part thereof and the interest payable thereon. (5) Where a company failed to repay the deposits under section 76 or part there of or any interest there on in accordance with sub-section (3) or sub-section(4) of sub-section 73 or sub-section (2) of section 74 and in accordance with the above rules the provisions of section 75 shall be applicable. (6) (a) the application under section 74(2) and 76(2) read with section 74(2) shall be in Form 1 and shall accompanied with the documents as per Annexure D. (b) A copy of the application made under : (i) section 74(2) shall be served on the Regional Director and the Registrar of Companies before the date of hearing; (ii) section 76(2) read with section 74(2) shall be served on the Regional Director and the Registrar of Companies before the date of hearing. (c) The Registrar of Companies in consultation with Regional Director shall submit before the Tribunal, the report on the affairs of the company within thirty days from the date of the receipt of the application and Tribunal may consider such observations made by the Registrar of Companies before passing an order. 134. Application unde ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ice(s) , in Form No. 3 B to the effect set out in sub-rule (a) above on each debenture-holder and creditor of the company; and (c) serve, by registered post with acknowledgement due, a notice together with the copy of the petition to the Central Government, Registrar of Companies, the Income-tax authorities and to the Securities and Exchange Board, in the case of listed companies and to the regulatory body, if the company is regulated under any Special Act: (4) Where any objection of any person whose interest is likely to be affected by the proposed petition has been received by the petitioner, it shall serve a copy thereof to the Registrar of Companies, Central Government, the Income- tax authorities and to the Securities and Exchange Board, in the case of listed companies and to the regulatory body, if the company is regulated under any Special Act on or before the date of hearing: (5) Where no objection has been received from any of the parties, who have been duly served, the Registrar of Tribunal or Bench as the case may be may put up the petition for orders without hearing. (6) Upon the hearing the petition or any adjourned hearing thereof, the Tribunal may pass such a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y or under these rules or granted by the Tribunal may have expired. 139. Saving of Inherent Powers of the Tribunal: Nothing in these rules or otherwise affect the inherent powers of the Tribunal to make such order or pass such direction as may be necessary for the ends of justice or to prevent abuse of the process of the Tribunal. 140. Amendment of Order: Any clerical or arithmetical mistakes in any order of the Tribunal or error therein arising from any accidental slip or omission may, at any time, be corrected by the Tribunal on its own motion or on application of any party by way of review. 141. General Power to Amend: The Tribunal may, at any time, and on such terms as to costs or otherwise, as it may think fit, amend any defect or error in any proceeding before it; and all necessary amendments shall be made for the purpose of determining the real question or issue raised by or depending on such proceeding. 142. Tribunal to be deemed to be a Court for Certain Purposes: The Tribunal shall be deemed to be a court for all purposes including for the purpose of prosecution or punishment of a person who willfully disobeys any direction or order of the Tribunal ..... X X X X Extracts X X X X X X X X Extracts X X X X
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